Austin Chalk Oil & Gas, LTD (the Company) has elected to omit substantially all footnotes to the financial statements for the three months ended March 31, 2005 since there have been no material changes (other than indicated in other footnotes) to the information previously reported by the Company in their Annual Report filed on Form 10-KSB for the fiscal year ended December 31, 2004.
The information furnished herein was taken from the books and records of the Company without audit. However, such information reflects all adjustments which are, in the opinion of management, necessary to properly reflect the results of the interim period presented. The information presented is not necessarily indicative of the results from operations expected for the full fiscal year.
Item 2. Discussion and Analysis or Plan of Operation.
(a) Plan of Operation for the next twelve months.Our plan of operation is substantially unchanged from our annual report for the year ended December 31, 2004.
(b) Discussion and Analysis of Financial Condition and Results of Operations.We have enjoyed no revenues during the periods covered by this report or corresponding periods during the previous fiscal year.
PART II: OTHER INFORMATION
Item 1. Legal Proceedings.None.
Item 2. Changes in Securities.None.
Item 3. Defaults on Senior Securities.None.
Item 4. Submission of Matters to Vote of Security Holders. None
Item 5. Other Information. None.
Item 6. Exhibits and Reports on Form 8-K.
31. Section 302 Certification
32. Certification(s) Pursuant to 18 USC Section 1350;
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-Q Report for the Quarter ended March 31, 2005, has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated.
Austin Chalk Oil & Gas, Inc.
Dated: May 15, 2005 by
/s/ Marlen L. Roepke
Marlen L. Roepke
Secretary/Director
Exhibit 31
Section 302 Certification
CERTIFICATIONS PURSUANT TO SECTION 302
| | I,Marlen L. Roepke, certify that: |
1. I have reviewed this quarterly report on Form 10-QSB ofAustin Chalk Oil & Gas, Inc..;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
| a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
| b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and |
| c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
| a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and |
| b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and |
6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Dated: May 15, 2005 by
/s/ Marlen L. Roepke
Marlen L. Roepke
Secretary/Director
Exhibit 32
CERTIFICATION PURSUANT TO 18 USC SECTION 1350
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report ofAustin Chalk Oil & Gas, Inc. a Nevada corporation (the "Company"), on 10-QSB for March 31, 2005 as filed with the Securities and Exchange Commission (the "Report"), I,Marlen L. Roepke, ( Officer Director of the Company, on March 31, 2005), certify, pursuant to 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 15, 2005 by
/s/ Marlen L. Roepke
Marlen L. Roepke
Secretary/Director
